Section 1.Membership:Each owner of one or more lots in any section of Thunderbird Point Subdivision and each purchaser under a contract to purchase one or more lots (with such contact then being in force), who is of good moral character, reputation and habits is a member of the Thunderbird Point Owners Association (per the.Articles of Incorporation.

Section 2.Membership Rights:All members and their guests shall have the right to use all of the Association’s facilities, including it’s swimming pool, parks and recreational areas, to the extent permitted by and in accordance with the terms and conditions that may be set out in the Association’s rules, which may from time to time be established by its Board of Directors.As to each membership which is held by other than a single individual, that is a membership held by two or more persons, by a corporation or by a firm or partnership, the use of the Association’s facilities shall be only by an individual person and the family of such individual person named by such member.

Section 3.In Arrears of Assessments:No member who is in arrears in respect to the annual payment of assessments set forth in the Deed Restrictions in respect to Thunderbird Point Subdivision, or in any other dues and/or accounts of the Association, shall be eligible to vote at any meeting of members or use of the Thunderbird Point facilities.Furthermore, members in arrears of assessments cannot be a guest or other members of the Association.

Section 4.Membership shall be evidenced by such card; certificate and other writing as the Board of Directors shall authorize.Members shall be responsible for family members and their guests.

Section 5.Termination of MembershipUpon the termination of membership for any cause, whether by death, expulsion or otherwise, all the rights and interest of the member in the privileges, rights properties, funds or assets of the Association shall cease. Ipso facto.

Section 6.Expulsion of Membership: A member may be expelled only by a majority vote of all the Board of Directors.Such expulsion shall be in the sole discretion of the Board of Directors.In no event shall expulsion operate to discharge the expelled member’s indebtedness to the Association.

Section 7.Expulsion of Membership:A member may be expelled pursuant to Article 1, Section 6.For the following reasons: (1) Failure to pay any fees or assessments required by the Thunderbird Point Owners” Association; and (2) for cause, based on conduct of a member that is deemed by the Board of Directors to be harmful and detrimental to the Thunderbird Point Owners Association.

Section 8.Notwithstanding the foregoing, a member’s constructive criticism or opposition to the Board of Directors shall not be grounds for expulsion.Grounds for expulsion shall be conduct by a member so detrimental to the Association as to obstruct its ability to conduct the business of the Association pursuant to the by-laws of the Association.

Section 9.Membership privileges may be temporarily suspended by a quorum of the Board of Directors at a special or regular meeting called in accordance with Art. 6 Section 4 of these by-laws and Art. 3, Section 5., not to exceed a 30 day period.

ARTICLE TWO

Assessments

Section 1.There shall be no initiation fees.The Board of Directors, by unanimous vote of the entire Board, plus the approval of a majority vote of the members voting in person or by proxy at an annual or special meeting, may from time to time assess additional assessments.

ARTICLE THREE

Board of Directors

Section 1.The affairs and management of the Association shall be conducted by a Board of Directors consisting of the number of Directors as provided in Section 3 of the Article Three, which Board shall have full power and authority to carry out the purposes of the Association as specified in these by-laws and to do any and all lawful acts necessary or proper thereto.

Section 2.Term of Office:Except as otherwise provided in Section 3 of this Article Three, Directors shall serve a term of three (3) years and thereafter until their successors are elected and have qualified.Any Director may succeed himself and serve as many consecutive terms or non-consecutive terms as he/she may be elected.Directors must be members of the Association.

Section 3.Election:The Board of Directors will consist of five (5) members.The Board of Directors shall be elected at the annual meeting of members by a majority of the vote cast in person or by proxy at such meeting.The Board of Directors shall be staggered that no more than two (2) Directors shall be elected yearly.

Section 4.Nomination of Board of Directors:Before the expiration of the term of any Director, The President shall appoint a Nominating Committee of three (3) members.This committee shall nominate one (1) nominee for each directorship to be filled.Members present at the Annual meeting may also make nominations from the floor.The Directors shall be elected for a three (3) year term.

Section 5.Quorum Meetings:A majority of the Directors shall constitute a quorum at any meeting, and a majority of those present shall be sufficient to determine any question, except in regard to expulsion of members as hereinbefore provided.Meetings of the Board of Directors may be held at any place within the State of Texas on the third (3rd) Saturday of each month, with the exception of November and December.

Section 6.Resignation:Officers andBoard of Directors not in attendance of two consecutive Board Meetings, without duly notifying the President or Board of Directors will be considered to have resigned and may be replaced in accordance with Article Five, Section 5.

ARTICLE FOUR

Officers

Section 1.Officers:The officers of the Association shall be a President, a Vice President and a Secretary, elected by the members of the Association.No more than one (1) office may be held by the same person.All officers shall be elected annually by the members at the Annual meeting of the membership of this Association.All officers shall hold office for a period on one (1) year, or until their successors are duly elected and qualified.Officers may succeed themselves and serve as many consecutive terms or non-consecutive terms as they may be elected.All officers shall be required to be members of the Association.No officer shall also serve as a member of the Board of Directors

of the Association.

Section 2.The President shall be the chief executive officer of the Association and shall preside over meetings of the Board of Directors and meetings of the membership.

Section 3.The Vice-President shall exercise the functions of the President in the absence of the President and shall perform such other duties as the Board of Directors may prescribe.

Section 4.The Secretary shall keep, or cause to be kept, the minutes of all meetings, shall give the notices required therein, and shall perform all duties required of a Secretary.

Section 5.The Treasurer shall be a paid position and will be hired by the Board of Directors.

Section 6.The Treasurer shall work closely with the Officers and Board of Directors in the collection of all dues and charges and the handling and disbursing of all money.The Treasurer shall be responsible for the proper accounting of the Association’s financial affairs, maintain a complete list of all members and their addresses, and the preparing of proper reports on financial matters and such other reports as may be specified by the Board of Directors.The Treasurer will include copies of the Association’s By-laws and a copy of the Thunderbird Point’s Deed of Restrictions when mailing assessment statements to new property owners.

ARTICLE FIVE

Committees

1.APPOINTED COMMITTEES

Section 1.Appointed Committees:The President may appoint such committees from time to time, and delegate to such committees such duties, as the President may deem proper.Committee members may also serve as a member of the Board of Directors or as an Officer of the Association; however, they must not make up a majority of the committee members nor may they serve as chair. (amended by members at the July 17, 2010 Annual Meeting)

Section 2.The appointments of the Nominating Committee and Architectural Control Committee shall be made by the President as provided in Article Five, Section 1.

Section 3.The Nominating Committee will consist of three (3) members.Before the expiration of the term of any Board of Directors Officer or member of the Audit Committee, The Nominating Committee shall nominate (1) nominee for each position to be filled.Members present at the Annual meeting may also make nominations from the floor.

Section 4.Terms of Elections:The Nominating Committee will nominate positions as follows:The Directors shall be elected for a three (3) year term.The Officers shall be elected for a one (1) year term.The Audit Committee will be elected for a three (3) year term.

Section 5.Vacancy of Office:If a position of a Director, an Officer, or a member of the Audit Committee becomes vacant due to resignation, death, or removal, the remaining Directors, constituting a quorum, may appoint a member to complete the term of the vacated position.However, the remaining Directors may agree to have the vacancy of this position elected at the next Annual meeting.

Section 6.The Architectural Control Committee will consist of three (3) members as appointed by the President.

Section 7.The Architectural Control Committee will enforce its responsibilities as outlined in the Thunderbird Point Subdivision Deed Restrictions, Section 1 and Section II.The Committee will disallow any application from a member not in good standing (i.e., past due assessments).

Section 8.Mobile Home Requirements:

A) Mobile homes must be not more that seven (7) years old.

B) Good repair, no loose siding, trim in place, doors in good working order and recent paint if required.

C) Picture must accurately portray actual and current appearance of mobile home.

D) Mobile homes will be inspected upon arrival and will be subject to removal, at owner’s expense, if in non-compliance.

Section 9.The Architectural Control Committee will keep copies of all applications from members as Thunderbird Point records.

IIELECTED COMMITTEES

Section 1.The Audit Committee consisting of three (3) members shall be elected at the Annual meeting of members by a majority of the vote cast in person or by proxy at such meeting.The Audit Committee members shall be staggered that no more than one (1) member shall be elected yearly.The committee members shall be elected for a three (3) year term.

Section 2.The Audit Committee shall conduct an annual audit of the books at the close of the fiscal year.

ARTICLE SIX

Meetings

Section 1.The Annual meeting of Members of the Association shall be held at the swimming pool park area in Thunderbird Point Subdivision or at such other place as shall be determined by the President of the Association, on the (3rd) Saturday in July of each year at 10:00 o’clock A.M.Special meetings may be called by the President or by a majority of the Board of Directors.The Secretary shall keep, or cause to be kept, the minutes of all meetings.

Section 2.Voting:The number of members entitled to vote, present in person or by proxy at an annual meeting or special meeting of members shall constitute a quorum thereat.Members voting by proxy shall submit their proxy in writing to the President of the Association prior to any meeting.Such proxy shall instruct the President to cast the proxy vote on only those questions of business specified in the proxy.The vote of a majority of the total votes cast by qualified voting members present in person or by proxy shall decide any question brought before such meeting, the respective members to have such number of votes as hereinbefore provided in Article One.

Section 3.The Annual Meeting of the Board of Directors shall be held on the same day as the Annual meeting of members and at the same place as the Annual meeting.

Section 4.Special Meetings of the Board of Directors may be called at any time by the Present or by any three (3) members of the Board of Directors, ten (10) days written notice shall be required for special meetings unless notice is waived in writing.

Section 5.Minutes:The Secretary shall keep, or cause to be kept the minutes of all meetings.

Section 6.Notice shall not be required with respect to any annual, regular or special meeting of members and annual regular or special meeting of the Board of Directors.

ARTICLE SEVEN

Miscellaneous

Section 1.By-laws:These by-laws, or any part thereof may be amended, modified or repealed only by a majority vote of the membership present or by proxy at the Annual meeting of the members.

Section 2.Unless otherwise required by statute, by the Articles of Incorporation or by these By-laws, any notice required to be given shall not be deemed to be personal notice, but may by orally given by the President causing to be posted such notice upon any bulletin board at the park area in Thunderbird Point Subdivision.

Section 3.The Association shall not enter into any contract to pay, and shall not pay any salary or other remuneration to any officer, (President, Vice-President and Secretary), Director or Committee Member of the Association for their services as such nor in any other capacity regardless of the capacity in which they may act.

Section 4. Normal and reasonable operating expenses incurred by the Association may be approved for payment by the Board of Directors.Any expenditure in excess of $1,000 (One Thousand Dollars) not considered to be normal operating expenses, nor of an emergency nature, must be approved by a vote of the members either in person or by proxy, at the Annual meeting of the members. (amended by members at the July 17, 2010 Annual Meeting)

Section 5.No property of the Association in excess of $200.00 (Two Hundred Dollars) may be sold or otherwise disposed of without the majority vote of the members, either in person or by proxy, at the Annual meeting of the members.

Section 6.No Director, Officer or member of the Association shall enter into any contract or incur any indebtedness in the name of the Association or to place any encumbrance upon the assets of the Association without first being approved by a majority vote of the members in person or by proxy at an annual meeting of the members.

Section 7.Members shall be granted access to all books, records and minutes of meetings of the Association and its Board of Directors upon written request to the President of the Association.Such inspection of the books and records shall be conducted at a time and place agreed upon between the President and the member or members requesting access.

Section 8.Renters cannot use the facilities unless accompanied by a member in good standing.

(amended by members at the July 18, 2009 Annual Meeting and wording passed in 10/17/09Board Meeting)

Section 9.The Association will assess a return check fee of $25.00.(amended by members at the July 18, 2009 Annual Meeting)

Amended by majority vote at the Annual Meeting of the Owners on July 17, 2010.

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Thunderbird Point Owners Association By-LawsAmended July 19, 2008

Article One

Membership

Section 1. Membership: Each owner of one or more lots in any section of Thunderbird Point Subdivision and each purchaser under a contract to purchase one or more lots (with such contact then being in force), who is of good moral character, reputation and habits is a member of the Thunderbird Point Owners Association (per the.Articles of Incorporation.

Section 2. Membership Rights: All members and their guests shall have the right to use all of the Associations facilities, including its swimming pool, parks and recreational areas, to the extent permitted by and in accordance with the terms and conditions that may be set out in the Associations rules, which may from time to time be established by its Board of Directors. As to each membership which is held by other than a single individual, that is a membership held by two or more persons, by a corporation or by a firm or partnership, the use of the Associations facilities shall be only by an individual person and the family of such individual person named by such member.

Section 3. In Arrears of Assessments: No member who is in arrears in respect to the annual payment of assessments set forth in the Deed Restrictions in respect to Thunderbird Point Subdivision, or in any other dues and/or accounts of the Association, shall be eligible to vote at any meeting of members or use of the Thunderbird Point facilities. Furthermore, members in arrears of assessments cannot be a guest or other members of the Association.

Section 4. Membership shall be evidenced by such card; certificate and other writing as the Board of Directors shall authorize. Members shall be responsible for family members and their guests.

Section 5. Termination of Membership Upon the termination of membership for any cause, whether by death, expulsion or otherwise, all the rights and interest of the member in the privileges, rights properties, funds or assets of the Association shall cease. Ipso facto.

Section 6. Expulsion of Membership: A member may be expelled only by a majority vote of all the Board of Directors. Such expulsion shall be in the sole discretion of the Board of Directors. In no event shall expulsion operate to discharge the expelled members indebtedness to the Association.

Section 7. Expulsion of Membership: A member may be expelled pursuant to Article 1, Section 6. For the following reasons: (1) Failure to pay any fees or assessments required by the Thunderbird Point Owners" Association; and (2) for cause, based on conduct of a member that is deemed by the Board of Directors to be harmful and detrimental to the Thunderbird Point Owners Association.

Section 8. Notwithstanding the foregoing, a members constructive criticism or opposition to the Board of Directors shall not be grounds for expulsion. Grounds for expulsion shall be conduct by a member so detrimental to the Association as to obstruct its ability to conduct the business of the Association pursuant to the by-laws of the Association.

Section 9. Membership privileges may be temporarily suspended by a quorum of the Board of Directors at a special or regular meeting called in accordance with Art. 6 Section 4 of these by-laws and Art. 3, Section 5., not to exceed a 30 day period.

ARTICLE TWO

Assessments

Section 1. There shall be no initiation fees. The Board of Directors, by unanimous vote of the entire Board, plus the approval of a majority vote of the members voting in person or by proxy at an annual or special meeting, may from time to time assess additional assessments.

ARTICLE THREE

Board of Directors

Section 1. The affairs and management of the Association shall be conducted by a Board of Directors consisting of the number of Directors as provided in Section 3 of the Article Three, which Board shall have full power and authority to carry out the purposes of the Association as specified in these by-laws and to do any and all lawful acts necessary or proper thereto.

Section 2. Term of Office: Except as otherwise provided in Section 3 of this Article Three, Directors shall serve a term of three (3) years and thereafter until their successors are elected and have qualified. Any Director may succeed himself and serve as many consecutive terms or non-consecutive terms as he/she may be elected. Directors must be members of the Association.

Section 3. Election: The Board of Directors will consist of five (5) members. The Board of Directors shall be elected at the annual meeting of members by a majority of the vote cast in person or by proxy at such meeting. The Board of Directors shall be staggered that no more than two (2) Directors shall be elected yearly.

Section 4. Nomination of Board of Directors: Before the expiration of the term of any Director, The President shall appoint a Nominating Committee of three (3) members. This committee shall nominate one (1) nominee for each directorship to be filled. Members present at the Annual meeting may also make nominations from the floor. The Directors shall be elected for a three (3) year term.

Section 5. Quorum Meetings: A majority of the Directors shall constitute a quorum at any meeting, and a majority of those present shall be sufficient to determine any question, except in regard to expulsion of members as hereinbefore provided. Meetings of the Board of Directors may be held at any place within the State of Texas on the third (3rd) Saturday of each month, with the exception of November and December.

Section 6. Resignation: Officers andBoard of Directors not in attendance of two consecutive Board Meetings, without duly notifying the President or Board of Directors will be considered to have resigned and may be replaced in accordance with Article Five, Section 5.

ARTICLE FOUR

Officers

Section 1. Officers: The officers of the Association shall be a President, a Vice President and a Secretary, elected by the members of the Association. No more than one (1) office may be held by the same person. All officers shall be elected annually by the members at the Annual meeting of the membership of this Association. All officers shall hold office for a period on one (1) year, or until their successors are duly elected and qualified. Officers may succeed themselves and serve as many consecutive terms or non-consecutive terms as they may be elected. All officers shall be required to be members of the Association. No officer shall also serve as a member of the Board of Directors of the Association.

Section 2. The President shall be the chief executive officer of the Association and shall preside over meetings of the Board of Directors and meetings of the membership.

Section 3. The Vice-President shall exercise the functions of the President in the absence of the President and shall perform such other duties as the Board of Directors may prescribe.

Section 4. The Secretary shall keep, or cause to be kept, the minutes of all meetings, shall give the notices required therein, and shall perform all duties required of a Secretary.

Section 5. The Treasurer shall be a paid position and will be hired by the Board of Directors.

Section 6. The Treasurer shall work closely with the Officers and Board of Directors in the collection of all dues and charges and the handling and disbursing of all money. The Treasurer shall be responsible for the proper accounting of the Associations financial affairs, maintain a complete list of all members and their addresses, and the preparing of proper reports on financial matters and such other reports as may be specified by the Board of Directors. The Treasurer will include copies of the Associations By-laws and a copy of the Thunderbird Points Deed of Restrictions when mailing assessment statements to new property owners.

ARTICLE FIVE

Committees

1. APPOINTED COMMITTEES

Section 1. Appointed Committees: The President may appoint such committees from time to time, and delegate to such committees such duties, as the President may deem proper. No committee member shall also serve as a member of the Board of Directors or as an Officer of the Association.

Section 2. The appointments of the Nominating Committee and Architectural Control Committee shall be made by the President as provided in Article Five, Section 1.

Section 3. The Nominating Committee will consist of three (3) members. Before the expiration of the term of any Board of Directors Officer or member of the Audit Committee, The Nominating Committee shall nominate (1) nominee for each position to be filled. Members present at the Annual meeting may also make nominations from the floor.

Section 4. Terms of Elections: The Nominating Committee will nominate positions as follows: The Directors shall be elected for a three (3) year term. The Officers shall be elected for a one (1) year term. The Audit Committee will be elected for a three (3) year term.

Section 5. Vacancy of Office: If a position of a Director, an Officer, or a member of the Audit Committee becomes vacant due to resignation, death, or removal, the remaining Directors, constituting a quorum, may appoint a member to complete the term of the vacated position. However, the remaining Directors may agree to have the vacancy of this position elected at the next Annual meeting.

Section 6. The Architectural Control Committee will consist of three (3) members as appointed by the President.

Section 7. The Architectural Control Committee will enforce its responsibilities as outlined in the Thunderbird Point Subdivision Deed Restrictions, Section 1 and Section II. The Committee will disallow any application from a member not in good standing (i.e., past due assessments).

Section 8. Mobile Home Requirements:

A) Mobile homes must be not more that seven (7) years old.

B) Good repair, no loose siding, trim in place, doors in good working order and recent paint if required.

C) Picture must accurately portray actual and current appearance of mobile home.

D) Mobile homes will be inspected upon arrival and will be subject to removal, at owners expense, if in non-compliance.

Section 9. The Architectural Control Committee will keep copies of all applications from members as Thunderbird Point records.

II ELECTED COMMITTEES

Section 1. The Audit Committee consisting of three (3) members shall be elected at the Annual meeting of members by a majority of the vote cast in person or by proxy at such meeting. The Audit Committee members shall be staggered that no more than one (1) member shall be elected yearly. The committee members shall be elected for a three (3) year term.

Section 2. The Audit Committee shall conduct an annual audit of the books at the close of the fiscal year.

ARTICLE SIX

Meetings

Section 1. The Annual meeting of Members of the Association shall be held at the swimming pool park area in Thunderbird Point Subdivision or at such other place as shall be determined by the President of the Association, on the (3rd) Saturday in July of each year at 10:00 oclock A.M. Special meetings may be called by the President or by a majority of the Board of Directors. The Secretary shall keep, or cause to be kept, the minutes of all meetings.

Section 2. Voting: The number of members entitled to vote, present in person or by proxy at an annual meeting or special meeting of members shall constitute a quorum thereat. Members voting by proxy shall submit their proxy in writing to the President of the Association prior to any meeting. Such proxy shall instruct the President to cast the proxy vote on only those questions of business specified in the proxy. The vote of a majority of the total votes cast by qualified voting members present in person or by proxy shall decide any question brought before such meeting, the respective members to have such number of votes as hereinbefore provided in Article One.

Section 3. The Annual Meeting of the Board of Directors shall be held on the same day as the Annual meeting of members and at the same place as the Annual meeting.

Section 4. Special Meetings of the Board of Directors may be called at any time by the Present or by any three (3) members of the Board of Directors, ten (10) days written notice shall be required for special meetings unless notice is waived in writing.

Section 5. Minutes: The Secretary shall keep, or cause to be kept the minutes of all meetings.

Section 6. Notice shall not be required with respect to any annual, regular or special meeting of members and annual regular or special meeting of the Board of Directors.

ARTICLE SEVEN

Miscellaneous

Section 1. By-laws: These by-laws, or any part thereof may be amended, modified or repealed only by a majority vote of the membership present or by proxy at the Annual meeting of the members.

Section 2. Unless otherwise required by statute, by the Articles of Incorporation or by these By-laws, any notice required to be given shall not be deemed to be personal notice, but may by orally given by the President causing to be posted such notice upon any bulletin board at the park area in Thunderbird Point Subdivision.

Section 3. The Association shall not enter into any contract to pay, and shall not pay any salary or other remuneration to any officer, (President, Vice-President and Secretary), Director or Committee Member of the Association for their services as such nor in any other capacity regardless of the capacity in which they may act.

Section 4. Normal and reasonable operating expenses incurred by the Association may be approved for payment by the Board of Directors. Any expenditure in excess of $500.00 (Five Hundred Dollars) not considered to be normal operating expenses, nor of an emergency nature, must be approved by a vote of the members either in person or by proxy, at the Annual meeting of the members.

Section 5. No property of the Association in excess of $200.00 (Two Hundred Dollars) may be sold or otherwise disposed of without the majority vote of the members, either in person or by proxy, at the Annual meeting of the members.

Section 6. No Director, Officer or member of the Association shall enter into any contract or incur any indebtedness in the name of the Association or to place any encumbrance upon the assets of the Association without first being approved by a majority vote of the members in person or by proxy at an annual meeting of the members.

Section 7. Members shall be granted access to all books, records and minutes of meetings of the Association and its Board of Directors upon written request to the President of the Association. Such inspection of the books and records shall be conducted at a time and place agreed upon between the President and the member or members requesting access.

Section 8. Renters cannot be considered guests of owner members. Renters cannot use the facilities of Thunderbird Point Subdivision.

Section 9. The Association will assess a return check fee of $25.00. The Association will impose a $5.00 per month late charge for assessments starting when they are past due 90 days.

Amended by majority vote at the Annual Meeting of the Owners on July 19, 2008